Fraser & Neave Holdings Bhd Annual Report 2021

II. BOARD COMPOSITION 1. BOARD COMPOSITION The Company’s Constitution provides for the Board to compose of a maximum of eleven Directors. The present Board comprises eleven Non-Executive Directors whose varied skills and vast experience are relevant to the business operations of the Group. The mix of Directors on the current Board is broadly balanced to reflect the interests of the controlling shareholder and minority shareholders. Of the eleven Directors, six are Independent Directors and five are Non-Independent Directors including the Chairman and four nominees of the controlling shareholder, Fraser and Neave, Limited. Representation of Independent Directors on the Board remained at 55% throughout the Financial Year 2021. The Board through the NomCom conducts an annual review of its composition and annual evaluation to determine if the Board has su&cient diversity with independence elements and its e!ectiveness. 2. INDEPENDENCE OF DIRECTORS The Board recognises the importance of independence and objectivity in its decision-making process. The Independent Directors who are professionals of high calibre and integrity and possess in-depth knowledge of the Group’s business, bring their independent and objective views and judgement to Board deliberations. The Company has a Policy on Independence of Directors, which is available on the Company’s website. The policy specifies the considerations taken into account by the Board to assess the independence of each Independent Director. The policy sets out the test of independence that will be used to determine the independence of Directors and the disclosure of information in the Company’s annual report. Independent Directors will provide the Board with an annual confirmation of their independence based on the criteria set out in the policy. The Board through the NomCom will assess the independence of Directors upon appointment and annually and will re -assess determinations of independence when any new interests or relationships are disclosed by Directors. During the Financial Year 2021, the Board through the NomCom engaged an external consultant, Aon Solutions Singapore Pte Ltd (formerly known as Aon Hewitt Singapore Pte Ltd) to perform a self/peer evaluation of all Directors including the Independent Directors and was satisfied that the Independent Directors continued to exercise independent and objective judgement and acted in the interest of the Company and its stakeholders. The Board also recognises that an extended time on the Board may impair a Director’s independence and takes cognisance of the recommendations of the CG Code regarding tenure of Independent Directors. Based on the Policy on Independence of Directors, the tenure of an Independent Director shall not exceed a cumulative of nine years and shall not be further extended unless the Independent Director is re-designated as Non-Independent. As it is not contemplated that any Independent Director will continue to serve on the Board as a Non-Independent Director, the Board, through the NomCom, shall be entitled to commence a search for replacement of an outgoing Independent Director prior to the end of the anticipated nine-year term. 3. BOARD DIVERSITY The Board acknowledges the importance of Board diversity to the e!ective functioning of the Board. The Board has adopted a Board Diversity Policy, which is available on the Company’s website. Differences in thought, perspective, knowledge, skills, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender will be considered in determining the optimum Board composition. A Board Skills Matrix has been used as reference for the Directors’ improvement and succession planning. The Board as a whole possesses a diverse set of skills, experience and expertise in relation to food and beverages business, financial and accounting, legal practice, human resource and labour relations, strategy and analytics, sales and marketing, information technology, supply chain management and logistics, corporate governance, risk management and internal controls, which are necessary to govern the Group. In terms of nationality diversity, 73% of the current eleven Directors are Malaysians and 27% are foreigners. 36% of the Directors are between the ages of 45 to 60 and the remaining 64% are above 60 years old. 27% of the Board are women Directors. The Board will be increasing its women representation to more than 30% as Y.Bhg. Dato’ Ng Wan Peng is being proposed as an Independent Non- Executive Director for shareholders’ approval at the Company’s forthcoming 60 th Annual General Meeting (“AGM”) to be held on 17 January 2022. Governance 125 Fraser & Neave Holdings Bhd ! Annual Report 2021